As filed with the Securities and Exchange Commission on May 30, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PANAMSAT CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-460-7698
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
One Pickwick Plaza, Greenwich, Connecticut 06830
(Address of Principal Executive Offices) (Zip Code)
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PanAmSat Corporation Retirement Savings Plan
(Full Title of the Plan)
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James W. Cuminale Copy to:
Senior Vice President and General Counsel Dennis J. Friedman, Esq.
PANAMSAT CORPORATION CHADBOURNE & PARKE LLP
One Pickwick Plaza 30 Rockefeller Plaza
Greenwich, CT 06830 New York, New York 10112
(Name and Address of Agent For Service)
Telephone number, including area code, of agent for service: (203) 622-6664
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount
Title of Securities to be Offering Price Aggregate of
to be Registered Registered Per Share* Offering Price* Registration Fee
- ----------------------------------- ----------------- ---------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, Par Value $0.01 per
share.......................... 500,000 shs. $29.0625 $14,531,250 $4,404
==========================================================================================================
</TABLE>
* Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and 457(c) under the Securities Act of 1933 on the
basis of the average of the high and low prices ($29 3/8 and $29,
respectively) for the Common Stock on the Nasdaq National Market on May 27,
1997.
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In addition, pursuant to Rule 416(c) of the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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<PAGE>
EXPLANATORY NOTE
Information required by Part I of Form S-8 to be contained in the
Section 10(a) prospectus is omitted from this Registration Statement in
accordance with the Note to Part I of Form S-8.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Registrant with the Securities and
Exchange Commission are specifically incorporated herein by reference and made a
part hereof:
(i) Registration Statement on Form S-4 (File No. 333- 25293) (the
"Form S-4") of Magellan International, Inc. (Registrant's prior name),
including Registrant's audited financial statement as of December 31,
1996 contained therein by incorporation by reference to pages FIN-31
through FIN-33 and the description of Registrant's Common Stock
contained therein by incorporation by reference to pages 177 through
184 of the Proxy Statement Prospectus constituting a part of the Form
S-4; and
(ii) Current Report on Form 8-K dated May 30, 1997.
All documents subsequently filed by Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement modified or superseded shall not be
deemed, except as so modified or superseded, to constitute part of this
Registration Statement.
Item 4. Description of Securities.
This item is not applicable as Registrant's Common Stock is registered
under Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of Delaware provides as
follows:
"(a) A corporation shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person in
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connection with such action, suit or proceeding if the person acted in
good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
the persons conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which the person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that the persons conduct
was unlawful.
"(b) A corporation shall have the power to indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor by reason of the fact
that the person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by the
person in connection with the defense or settlement of such action or
suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.
"(c) To the extent that a director, officer, employee or agent
of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a)
and (b) of this section, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
"(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in
the circumstances because the person has met the applicable standard of
conduct set forth in subsections (a) and (b) of this section. Such
determination shall be made (1) by a majority vote of the directors who
are not parties to such action, suit or proceeding, even though less
than a quorum, or (2) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion,
or (3) by the stockholders.
"(e) Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined
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that he is not entitled to be indemnified by the corporation as
authorized in this section. Such expenses (including attorneys' fees)
incurred by other employees and agents may be so paid upon such terms
and conditions, if any, as the board of directors deems appropriate.
"(f) The indemnification and advancement of expenses provided
by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office.
"(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether
or not the corporation would have the power to indemnify him against
such liability under this section.
"(h) For purposes of this section, references to 'the
corporation' shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence
had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is
or was a director, officer, employee or agent of such constituent
corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this section with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
"(i) For purposes of this section, references to 'other
enterprises' shall include employee benefit plans; references to 'fines'
shall include any excise taxes assessed on a person with respect to any
employee benefit plan; and references to 'serving at the request of the
corporation' shall include any service as a director, officer, employee
or agent of the corporation which imposes duties on, or involves
services by, such director, officer, employee, or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to
be in the interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner 'not opposed to
the best interests of the corporation' as referred to in this section.
"(j) The indemnification and advancement of expenses provided
by, or granted pursuant to, this section shall, unless otherwise
provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
"(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of
expenses or indemnification
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brought under this section or under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance
expenses (including attorneys' fees)."
Article VII of Registrant's Restated Certificate of Incorporation provides as
follows:
INDEMNIFICATION
Section 7.1. Right to Indemnification. The Corporation shall
indemnify and hold harmless, to the fullest extent permitted by applicable law
as it presently exists or may hereafter be amended, any person who was or is
made or is threatened to be made a party or is otherwise involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director or officer of the Corporation or is
or was serving at the request of the Corporation as a director, officer,
employee or agent of another Corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
(including attorneys' fees) incurred by such person. Except as provided in
Section 7.3, the Corporation shall not be required to indemnify a person in
connection with a proceeding (or part thereof) initiated by such person unless
the proceeding (or part thereof) was authorized by the Board of Directors of the
Corporation.
Section 7.2. Advancement of Expenses. The Corporation shall
pay the expenses (including attorneys' fees) of any person referred to in
Section 7.1 of this ARTICLE SEVEN incurred in defending any proceeding in
advance of its final disposition; provided, however, that the advancement of
expenses incurred by a director or officer in advance of the final disposition
of the proceeding shall be made only upon receipt of an undertaking by the
director or officer to repay all amounts advanced if it should be ultimately
determined that the director or officer is not entitled to be indemnified under
this ARTICLE SEVEN or otherwise.
Section 7.3. Claims. If a claim for indemnification or
advancement of expenses under this ARTICLE SEVEN is not paid in full within
sixty (60) days after a written claim therefore has been received by the
Corporation (except in the case of a claim for advancement of expenses, in which
case the applicable period shall be twenty (20) days), the claimant may file
suit to recover the unpaid amount of such claim. If successful in whole in such
an action, the claimant shall be entitled to be paid the expense of prosecuting
such claim; if successful in part in such an action, the claimant shall be
entitled to be paid the expense of prosecuting each successfully resolved claim,
issue or matter. In any such action the Corporation shall have the burden of
proving that the claimant was not entitled to the requested indemnification or
advancement of expenses under applicable law.
Section 7.4. Non-Exclusivity of Rights. The rights conferred
on any person by this ARTICLE SEVEN shall not be exclusive of any other rights
which such person may have or hereafter acquire under any statute, provision of
this Restated Certificate of Incorporation, provision of the bylaws, agreement,
vote of stockholders or disinterested directors or otherwise.
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Section 7.5. Other Indemnification. The Corporation's
obligation, if any, to indemnify any person who was or is serving at its request
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, enterprise or nonprofit entity shall be reduced by any
amount such person would be entitled to retain as indemnification from such
other corporation, partnership, joint venture, trust, enterprise or nonprofit
enterprise.
Section 7.6. Amendment or Repeal. Any repeal or modification
of the foregoing provisions of this ARTICLE SEVEN shall not adversely affect any
right or protection hereunder of any person in respect of any act or omission
occurring prior to the time of such repeal or modification.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.a.1 Form of Restated Certificate of Incorporation of
the Registrant (filed as Exhibit 3.1 to
Registration Statement No. 333-25293 on Form S-4
and incorporated herein by reference).
4.b.1. Form of Restated By-Laws of the Registrant (filed
as Exhibit 3.2 to Registration Statement No.
333-25293 on Form S-4 and incorporated herein by
reference).
5.1 Opinion of Counsel regarding the legality of the
securities.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Deloitte & Touche LLP.
The Registrant will submit the plan including any amendments thereto to
the Internal Revenue Service (the "IRS") in a timely manner and will make all
changes required by the IRS in order to maintain the tax qualified status of the
Plan.
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Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
clauses is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Greenwich, State of Connecticut, on this 30th day
of May, 1997.
PANAMSAT CORPORATION
By /s/ Frederick A. Landman
---------------------------
Name: Frederick A. Landman
Title: President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 30th day of May, 1997.
Signature Title
- --------- -----
/s/ Charles H. Noski Chairman of the Board
- ---------------------------
Charles H. Noski
President, Chief Executive Officer and
/s/ Frederick A. Landman Director (Principal Executive Officer)
- ---------------------------
Frederick A. Landman
Executive Vice President and Chief
/s/ Kenneth N. Heintz Financial Officer (Principal Financial
- --------------------------- and Accounting Officer)
Kenneth N. Heintz
/s/ Patrick J. Costello Director
- ---------------------------
Patrick J. Costello
<PAGE>
Signature Title
- --------- -----
Director
- ----------------------------
Steven D. Dorfman
/s/ John H. Higgins Director
- ----------------------------
John H. Higgins
/s/ Ted G. Westerman Director
- ----------------------------
Ted G. Westerman
Director
- ----------------------------
Dennis F. Hightower
/s/ James M. Hoak Director
- ----------------------------
James M. Hoak
/s/ Joseph R. Wright, Jr Director
- ----------------------------
Joseph R. Wright, Jr.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Plan
has duly caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized on this 30th day of May, 1997.
PANAMSAT CORPORATION
RETIREMENT SAVINGS PLAN
By /s/ Kenneth N. Heintz
----------------------------
Name: Kenneth N. Heintz
Title: Chairman Corporate Employee
Benefits Committee
<PAGE>
Exhibit Index
Page
----
4.a.1 Form of Restated Certificate of Incorporation of
the Registrant (filed as Exhibit 3.1 to
Registration Statement No. 333-25293 on Form S-4
and incorporated herein by reference).
4.b.1. Form of Restated By-Laws of the Registrant (filed
as Exhibit 3.2 to Registration Statement No.
333-25293 on Form S-4 and incorporated herein by
reference).
5.1 Opinion of Counsel regarding the legality of the
securities.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Deloitte & Touche LLP.
Exhibit 5.1
[PanAmSat Corporation Letterhead]
I have acted as counsel for PanAmSat Corporation (the "Company") in
connection with the registration by the Company under the Securities Act of
1933, as amended (the "Act") of 500,000 shares of the Company's Common Stock,
par value $0.01 per share (the "Common Stock"), issuable or transferable in
connection with the PanAmSat Corporation Retirement Savings Plan (the "Plan").
As counsel for the Company, I am familiar with the Restated Certificate
of Incorporation of the Company, the Restated By-Laws of the Company and the
Company's corporate proceedings in respect of the authorization for issuance of
Common Stock in connection with the Plan.
Based upon the foregoing and having regard for legal considerations
which I deem are relevant, I am of the opinion that when the Registration
Statement on Form S-8 with respect to the shares of Common Stock issuable or
transferable in connection with the Plan has become effective under the Act, any
and all of such shares of Common Stock, when issued or transferred in accordance
with the provisions of the Plan, will be legally and validly issued, fully paid
and nonassessable.
Very truly yours,
/s/ James W. Cuminale
------------------------
James W. Cuminale
Exhbit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8, and the prospectus related
thereto, of our report dated January 27, 1997 accompanying the consolidated
financial statements of PanAmSat Corporation and subsidiaries and predecessor
entity as of December 31, 1996 and 1995 , and for the years ended December 31,
1996, 1995 and 1994, included in or made a part of the Registration Statement on
Form S-4 (File No. 333-25293) of PanAmSat Corporation.
/s/ ARTHUR ANDERSEN LLP
---------------------------
ARTHUR ANDERSEN LLP
Stamford, Connecticut
May 30, 1997
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of PanAmSat Corporation (formerly Magellan International, Inc.
("Magellan")) on Form S-8 of our reports dated February 28, 1997 relating to the
financial statements of the Galaxy Business of Hughes Communications, Inc. and
to the financial statements of Magellan, appearing in the Proxy Statement
Prospectus, which is part of Magellan's Registration Statement on Form S-4 (File
No. 333-25293).
DELOITTE & TOUCHE LLP
Los Angeles, California
May 30, 1997
